iQSTEL Inc - Quarter Report: 2016 December (Form 10-Q)

Form 10-Q Quarterly Report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

X . QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the quarterly period ended December 31, 2016

. TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from __________ to __________

Commission file number 333-176376

PURESNAX INTERNATIONAL, INC

(Exact name of registrant as specified in its charter)


NEVADA		45-2808620
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1000 WOODBRIDGE CENTER DRIVE, SUITE #213, WOODBRIDGE, NJ 07095

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (732) 566-8264

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	.	Accelerated filer	.
Non-accelerated filer	. (Do not check if a smaller reporting company)	Smaller reporting company	X .

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes .No X .

The number of shares of the registrant’s common stock outstanding as of December 31, 2016 was 105,368,067 shares.

PURESNAX INTERNATIONAL, INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q


PART I. FINANCIAL INFORMATION		Page No.

Item 1.	Interim Condensed Financial Statements (unaudited)

	Condensed Balance Sheets as of December 31, 2016 (unaudited) and June 30, 2016 (audited)	3

	Condensed Statements of Operations for the six and three months ended December 31, 2016 (unaudited) and 2015 (audited)	4

	Condensed Statement of Cash Flows for the six months ended December 31, 2016 (unaudited) and 2015 (audited)	6

	Notes to the Condensed Financial Statements (unaudited)	7

Item 2.	Management’s Discussion and Analysis	19

Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	23

Item 4.	Controls and Procedures	23

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 3.	Defaults upon Senior Securities	24

Item 4.	(Removed and Reserved)	24

Item 5.	Other Information	24

Item 6.	Exhibits	24

Signatures		25

PART I. FINANCIAL INFORMATION

Item 1. Interim Financial Statements (unaudited)

PURESNAX INTERNATIONAL, INC.

Condensed Balance Sheets

(Expressed in US Dollars)


		December 31, 2016 (unaudited)		June 30, 2016 (unaudited)
ASSETS
CURRENT ASSETS:
Cash or cash equivalents	$	59	$	23,790
Prepaid Expenses		-		3,834
Inventory		12,187		9,197
Total Current Assets		12,246		36,821
OTHER ASSETS:
Intangible asset – Product formulas, net		-		-
Total Other Assets		-		-
TOTAL ASSETS	$	12,246	$	36,821

LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accrued expenses	$	50,335	$	46,579
Loans – related party		22,897		19,066
Convertible notes payable, net		29,416		32,490
Derivative liability		11,235		112,244
TOTAL LIABILITIES		113,883		210,379

STOCKHOLDERS’ DEFICIT:
Preferred stock, $0.001 par value; 1,000,000 shares authorized; 1,000,000 shares and none issued and outstanding at December 31, 2016 and June 30, 2016, respectively		3,188		1,000
Common stock, $0.001 par value; 1,000,000,000 shares authorized; 105,368,067 and 100,235,384 shares issued and outstanding at December 31, 2016 and June 30, 2016, respectively		198,369		100,235
Additional paid in capital		68,888		34,885
Accumulated deficit		(372,082)		(309,678)
TOTAL STOCKHOLDERS’ DEFICIT		(101,637)		(173,558)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	12,246	$	36,821.00

See notes to the unaudited condensed financial statements.

PURESNAX INTERNATIONAL, INC.

Condensed Statements of Operations (unaudited)

(Expressed in US Dollars)


		For the Six Months Ended December 31, 2016		For the Six Months Ended December 31, 2015

Revenue	$	-	$	-
Cost of goods sold		-		-
Gross margin		-		-

Expenses:
Consulting expenses		20,088		25,450
Marketing expenses		190		-
Website and hosting		209		5,079
Other expenses		13,988		17,301
Total expenses		34,475		47,830

Other Income/(Expense):
Interest expense		(4,874)		-
Derivative expense		(4,357)		-
Change in derivative liability		(18,698)		-
Gain on relief of debt		-		-
Total other income/(expense)		(27,929)		-

Net loss before income tax		(62,404)		(47,830)
Provision for income tax		-		-
Net loss	$	(62,404)	$	(47,830)

Basic and diluted income/(loss) per share	$	-	$	-

Weighted average common shares outstanding - basic and diluted		224,222,062		235,326,087


		For the three		For the three
		months ended		months ended
		December 31, 2016		December 31, 2015

Revenue	$	-	$	-
Cost of goods sold		-		-
Gross margin		-		-

Expenses:
Consulting and other expenses		8,187		7,249
Website and hosting		120		79
Other expenses		6,089		13,708
Total expenses		14,396		21,036

Other Income/(Expense):
Interest expense		(2,591)		-
Derivative expense		(698)		-
Change in derivative liability		(3,330)		-
Total other income/(expense)		(6,619)		-

Loss before income tax		(21,015)		(21,036)
Provision for income tax		-		-
Net loss	$	(21,015)	$	(21,036)

Basic and diluted income/(loss) per share	$	-	$	-

See notes to the unaudited condensed financial statements.

PURESNAX INTERNATIONAL, INC.

Condensed Statements of Cash Flows (unaudited)

(Expressed in US Dollars)


		For the Six Months Ended December 31, 2016		For the Six Months Ended December 31, 2015
CASH FLOW FROM OPERATING ACTIVITIES:
Net (loss)	$	(62,404)	$	(47,830)
Adjustments to reconcile net loss to cash (used in) operating activities:
Derivative expense		23,055		-
Shares issued for organizational expenses		7,187		-
Changes in assets and liabilities
(Increase)/decrease in prepaid		3,834		-
(Increase)/decrease in inventory		(2,990)		-
Increase/(decrease) in accrued expenses and accounts payable		3,756		32,918
Increase (decrease) in sales revenue received in advance		-		-
Net cash used in operating activities		(27,562)		(14,912)

CASH FLOW FROM FINANCING ACTIVITIES:
Proceed from issuance of common stock		-		-
Deferred offering expenses		-		-
Proceeds from loan – related parties		3,831		15,004
Proceeds from loan – third party		-		-
Net cash provided by financing activities		3,831		15,004

CHANGE IN CASH		(23,731)		92
CASH AT BEGINNING OF PERIOD		23,790		-
CASH AT END OF PERIOD	$	59	$	92
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for:
Interest	$	-	$	-
Income taxes	$	-	$	-
Non-cash investing and financing activities:
Issuance(Cancellation) of Common Stock 20M and (300M)	$	20,000	$	(300,000)

Issuance of Preferred Stock 2.1M and 1M	$	2,187	$	1,000

See notes to the unaudited condensed financial statements.

PURESNAX INTERNATIONAL, INC.

Notes to the Condensed Financial Statements

December 31, 2016 (unaudited)

NOTE 1 – NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS

PureSnax International, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on June 24, 2011. PureSnax International is a wellness brand focused on bringing healthy snacks and foods to consumers. PSI offers a wide assortment of sugar free, peanut free, Kosher, low fat, low sodium and Non GMO certified products. With new nutritional standards being rolled out through schools in the United States, we believe we are poised to capitalize on these regulations by offering good for you, functional foods and snacks that meet these new regulatory standards. Product categories include marshmallow squares (made without Gelatin), protein bars, mints, gum and various condiments as well as offering Xylitol, an all-natural sweetener. PureSnax products are available online and through select locations and are rolling out through strategic distributor networks across North America. The Company has limited revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. We will distribute delicious tasting, very healthy snack foods meeting the highest of standards and compliance for the US consumers with plans to evolve into an international audience. With a socially responsible mandate supported by education and driven by integrity and sincerity, PSI will provide people with healthier snack and food choices by utilizing wholesome, natural, high quality ingredients that promote healthier lifestyles. We have chosen to specialize in the development, sourcing, branding and distribution of high quality, healthy food and snack products. It is our vision to brand PureSnax International as one of the trusted names in the healthy food and snack industry.

With major illnesses, such as diabetes, obesity, cancer, and heart disease on the rise, people are looking for ways to minimize the risks in developing these diseases. People are starting to read and understand labels looking for healthier choices. We believe that the demand for healthier products is driving a fundamental change in the food and snack markets. This demand will provide enormous opportunities for PureSnax International to position itself in the healthy food and snack industry.

Our goal is to utilize open public forums, education, integrity and honesty to earn the public’s trust and become that trusted brand that provides healthy food and snack products to the growing percentage of the population wanting to make healthier life choices. In other words, what we put on our labels, we mean. We believe in having a position in the marketplace where the market will be rather than where the market is.

We intend to become pioneers in a dynamic and growing segment of the industry where future demand will be and it means addressing the new public awareness of healthier food and snack products. The snack products developed must not only meet healthy product guidelines but also taste good. This is a very unique niche and one that hasn’t been completely tapped into for its greatest potential. PPM150 Nutritional Guidelines that came into effect in Ontario, Canada, was one of the first nutritional standards to be implemented for vending and school products. Similar guidelines in many other provinces and states across Canada and the United States have since been implemented. They call for vending and school products that are low in fat (80% with 3 grams of fat and under or 20% with 5 grams of fat and under) as well as low in sodium and sugar, which is not the primary ingredient. Candy, Chocolate, Soda, junk food such as potato chips and confectionary have been banned. Our recipe for Marshmallow Squares are sugar-free, Gluten-free, vegan, contains very little salt, Gelatin Free, kosher, nut free and taste great! Knowing that there are healthy products required for this channel and that the trend will be towards healthier products, we have developed and are constantly continuing to work on other recipes for healthier products that meet the highest standards of quality.

These financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. For the period from inception on June 24, 2011 through December 31, 2016, the Company has incurred accumulated losses totalling $351,067. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Statements and Basis of Presentation

The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited condensed interim financial statements should be read in conjunction with the financial statements of the Company for the year ended June 30, 2016 and notes thereto contained in our 10-K Annual Report filed on October 13, 2016.

a. Basis of Presentation - These financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in United States dollars. Our company’s fiscal year end is June 30.

b. Use of Estimates and Assumptions - The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. Our company bases our estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by our company may differ materially and adversely from our company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected

c. Cash Equivalents - For purposes of the balance sheet and statement of cash flows, the Company considers all highly liquid instruments with maturity of Six Months or less at the time of issuance to be cash equivalents. The company has no cash equivalents

d. Financial Instruments - Our Company’s financial instruments consist principally of cash, accounts payable and accrued liabilities, and related party payables, notes payable. The fair value of our company’s cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The carrying value of accounts payable and accrued liabilities and related party payables approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management’s opinion our company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

The company evaluates all of its agreements to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-base derivative financial instruments, the Company uses a weighted average Black-Scholes-Merton option pricing model to value the derivative instrument at inception and on subsequent valuation dates. The classification of derivative instrument, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. There were no derivative instruments as of December 31, 2015. As of December 31, 2016, the Company’s derivative financial instruments were three convertible debt notes and one of then includes convertible warrant that are derivative due to the “reset” and “dilutive issuance” clause in the note relating to the conversion price from dilute share issuance.

Fair Value Measurements

ASC Topic 820, “Fair Value Measurements and Disclosures”, requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments”, defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels of valuation hierarchy are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in the active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurements.

The Company’s derivative instruments were reported at fair value using Level 2 inputs as discussed in Note 7.

The Company uses level 2 inputs for its valuation methodology for the warrant derivative liabilities as their fair values were determined by using a probability weighted average Black-Scholes-Merton pricing model based on various assumptions. The Company’s derivative liability is adjusted to reflect fair value at each period end, with any increase or decrease in the fair value being recorded in result of operations as adjustments to fair value of derivatives.

At December 31, 2016 and 2015, the Company identified the following liabilities that are required to be presented on the balance sheet at fair value:


Description		Fair Value As of December 31, 2016				Fair Value Measurements at December 31, 2016 Using Fair Value Hierarchy
				Level 1		Level 2		Level 3
Derivative liability	$	11,235	$	0	$	11,235	$	0
Total	$	11,235	$	0	$	11,235	$	0

Description		Fair Value As of December 31, 2015				Fair Value Measurements at December 31, 2015 Using Fair Value Hierarchy
				Level 1		Level 2		Level 3
Derivative liability	$	0	$	0	$	0	$	0
Total	$	0	$	0	$	0	$	0

e. Earnings (Loss) per Share - Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. At December 31, 2016, all of our potentially dilutive securities outstanding are anti-dilutive and accordingly, basic loss and diluted loss per share are the same. Net loss per share is calculated using the weighted average number of shares of common stock outstanding during the applicable period. Basic weighted average common shares outstanding do not include shares of restricted stock that have not yet vested, although such shares are included as outstanding shares in the Company's Consolidated Balance Sheet. Diluted net loss per share is computed using the weighted average number of common shares outstanding and if dilutive; potential common shares outstanding during the period. Potential common shares consist of the additional common shares issuable in respect of convertible debt and warrants.

The following table present the computation of basic and diluted net loss per share:


		For the Six Months Ended December 31
		2016		2015

Net loss attributable to PureSnax	$	(62,404)	$	(47,830)
Less: preferred stock dividends		-		-
Net loss applicable to common stock	$	(62,404)	$	(47,830)

Weighted average common shares outstanding - basic and diluted		224,222,062		235,326,087

Loss per share - basic and diluted	$	(0.0003)	$	(0.0002)

f. Foreign Currency Translation - The Company’s initial operations will be in the United States however global expansion is anticipated which results in exposure to market risks from changes in foreign currency exchange rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company's functional currency for all operations worldwide is the U.S. dollar. Nonmonetary assets and liabilities are translated into their U.S. dollar equivalents at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the year. Revenues and expenses are translated at average rates for the year. Gains and losses from translation of foreign currency financial statements into U.S. dollars are included in current results of operations.

g. Income Taxes - Our Company accounts for income taxes using the asset and liability method which provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. Our company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

h. Recently Issued Accounting Pronouncements - Jumpstart Our Business Startup’s Act (“JOBS Act”) Transition Accounting: pursuant to Section 107(b) of the JOBS Act, we have elected to use the extended transition period for complying with new or revised accounting standards for an “emerging growth company”. This election will permit us to delay the adoption of new or revised accounting standards that will have difference effective dates for public and private companies until those standards apply to private companies. Consequently, our financial statements may not be comparable to companies that comply with public company effective dates.

In April 2016, the FASB issued Accounting Standards Update (ASU) 2016-10, Revenue from Contracts with Customers (Topic 606) Identifying Performance Obligations and Licensing (ASU 2016-10). ASU 2016-10 was issued by the Board to improve Topic 606 by reducing:

The potential for diversity in practice at initial application

The cost and complexity of applying Topic 606 both at transition and on an ongoing basis.

The core principle of the guidance in Topic 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

To achieve that core principle, an entity should apply the following steps:

Identify the contract(s) with a customer

Identify the performance obligations in the contract

Determine the transaction price.

Allocate the transaction price to the performance obligations in the contract.

Recognize revenue when (or as) the entity satisfies a performance obligation.

The amendments in ASU 2016-10 clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guide, while retaining the related principles for those areas. The effective date and transition requirements for the amendments in ASU 2016-10 are for annual reporting periods beginning after December 31, 2016, including interim periods within that reporting period. FASB ASU 2015-14 Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. The Company is currently assessing this guidance for future implementation.

In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718) Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 was issued as part of the Board’s Simplification Initiative. The areas for simplification in this Update involve several aspects of the accounting for share-based payment transactions, Accounting for Income Taxes, Classification of Excess Tax Benefits on the Statement of Cash Flows, Forfeitures, Minimum Statutory Tax Withholding Requirements, Classification of Employee Taxes Paid on the Statement of Cash Flows When an Employer Withholds Shares for Tax-Withholding Purposes, Practical Expedient- Expected Term, and Intrinsic Value. The amendments in this Update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company is currently assessing this guidance for future implementation.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires entities to recognize lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Topic 842 requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous GAAP. When measuring assets and liabilities arising from a lease, a lessee (and a lessor) should include payments to be made in optional periods only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. Similarly, optional payments to purchase the underlying asset should be included in the measurement of lease assets and lease liabilities only if the lessee is reasonably certain to exercise that purchase option. In addition, also consistent with the previous leases guidance, a lessee (and a lessor) should exclude most variable lease payments in measuring lease assets and lease liabilities, other than those that depend on an index or a rate or are in substance fixed payments.

For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. If a lessee makes this election, it should recognize lease expense for such leases generally on a straight-line basis over the lease term.

The accounting applied by a lessor is largely unchanged from that applied under previous GAAP.

In January 2015, FASB issued Accounting Standards Update (ASU) No. 201501 Income Statement – Extraordinary and Unusual Items, Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. Eliminating the concept of extraordinary items will save time and reduce costs for preparers because they will not have to assess whether a particular event or transaction event is extraordinary (even if they ultimately would conclude it is not). This also alleviates uncertainty for preparers, auditors, and regulators because auditors and regulators no longer will need to evaluate whether a preparer treated an unusual and/or infrequent item appropriately. This update is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. Early application is permitted.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 – RELATED PARTY TRANSACTIONS

As of December 31, 2016, Mr. Patrick Gosselin loaned the Company $18,517, Gosselin Consulting Group, Inc. loaned the Company $4,380. The amounts owed are unsecured, non-interest bearing, and have no specified repayment terms. The loan to related parties is $22,897 as of December 31, 2016.

NOTE 4 – STOCKHOLDERS’ EQUITY

The Company’s authorized capital consists of 500,000,000 shares of common stock with a par value of $0.001 per share and 1,000,000 shares of preferred stock with a par value of $0.001 per share.

On June 1, 2015, the board of directors approved a forward split of the issued and outstanding common shares on the basis of 40 new common shares for each 1 existing common share. Upon effectiveness of the forward split, the issued and outstanding shares of common stock increased from 10,000,000 to 400,000,000. All share and per share amounts have been retroactively adjusted to reflect the forward stock split. On June 11, 2015, the Company’s Articles of Incorporation were amended reflect these changes.

On September 21, 2015, Patrick Gosselin executed an agreement whereby an aggregate of 300,000,000 common stock shares beneficially owned by would be cancelled in exchange for the issuance of 1,000,000 shares of Series A Convertible Preferred stock.

On September 29, 2015 the Company filed an amendment to its certificate of designation whereby its Series A Convertible Preferred Stock was increased to 1,000,000 shares with a par value of $0.001 per share, Senior liquidation preference to all junior shares, Convertible into common shares at a ratio of one Series A Preferred to 120 common shares, Right to vote for each share of common stock into which a convertible share could be converted, No redemption rights, Certain protective provisions, and No pre-emptive rights.

On February 24, 2016, the Company issued to Typenex Co-Investment, LLC, and 85,662 common stock purchase warrants, with a term of three years, at an exercise price of $0.271 per share. This was in connection with the Promissory convertible note the Company issued to Typenex Co-Investment, LLC.

On April 1, 2016, the Company executed a subscription agreement with Nick Mastoris for the purchase of 44,118 restricted shares of Common Stock for a purchase price of $15,000.

On April 5, 2016, the Company executed a subscription agreement with Gary Kamen for the purchase of 73,530 restricted shares of Common Stock for a purchase price of $25,000.

On April 1, 2016, the Company executed a subscription agreement with Principe Asset Partners LLC for the purchase of 44,118 restricted shares of Common Stock for a purchase price of $15,000.

On May 13, 2016, Typenex Co-Investment, LLC elected to convert warrant # 1 with a fair market value of $26,412 into 73,798 shares of the Company’s common stock, at an exercise price of $0.35789 per share.

On June 7, 2016, the Company issued to Typenex Co-Investment, LLC, 31,852 common stock purchase warrants, with a term of three years, at an exercise price of $0.69 per share.

On August 25, 2016, EMA Financial, LLC, elected to convert $7,000 of its convertible promissory note in the principal amount of $30,000 into 500,000 shares of the company common stock at a conversion price of $0.035. The principal remaining after conversion was $23,000.

On September 9, 2016, Typenex Co-Investment, LLC, elected to convert $20,000 of its convertible promissory note in the principal amount of $115,000 into 332,779 shares of the company’s common stock at a conversion price of $0.0601. The principal remaining after conversion was $100,962.

On September 16, 2016, EMA Financial, LLC, elected to convert $4,392 of its convertible promissory note in the principal amount of $30,000 into 200,000 shares of the company’s common stock at a conversion price of $0.008785. The principal remaining after conversion was $18,607.

On September 20, 2016, Typenex Co-Investment, LLC, elected to convert $15,019.14 of its convertible promissory note in the principal amount of $115,000 into 999,943 shares of the company’s common stock at a conversion price of $0.01502. The principal remaining after conversion was $86,846.84.

On September 21, 2016, Pinz Capital International, LP, elected to convert $10,000 of its convertible promissory note in the principal amount of $30,556 into 664,010 shares of the company’s common stock at a conversion price of $0.01506. The principal remaining after conversion was $20,556.

On September 29, 2016, Pinz Capital International, LP, elected to convert $7,500 of its convertible promissory note in the principal amount of $30,556 into 1,785,714 shares of the company’s common stock at a conversion price of $0.0042. The principal remaining after conversion was $13,056.

On September 30, 2016, EMA Financial, LLC, elected to convert $1,617 of its convertible promissory note in the principal amount of $30,000, plus an additional principal on account of conversion of $33 into 1,650,000 shares of the company’s common stock at a conversion price of $0.001. The principal remaining after conversion was $16,990.

On October 13, 2016, Typenex Co-Investment, LLC, elected to submit a True Up notice from a previous conversion of $20,000 (September 9, 2016) of its convertible promissory note in the principal amount of $115,000. The True Up notice called for an additional conversion of 7,242,979 shares of the company’s common stock at a conversion price of $0.002640. The principal remaining after conversion was $100,962.

On October 14, 2016, Pinz Capital International, LP, elected to convert $5,000 of its convertible promissory note in the principal amount of $30,556 into 2,976,190 shares of the company’s common stock at a conversion price of $0.001680. The principal remaining after conversion was $8,056.

On October 17, 2016, EMA Financial, LLC, elected to convert $5,370.40 of its convertible promissory note in the principal amount of $30,000, plus an additional principal on account of conversion of $109.60 into 5,480,000 shares of the company’s common stock at a conversion price of $0.001. The principal remaining after conversion was $11,620.10.

On October 25, 2016, EMA Financial, LLC, elected to convert $4,402.30 of its convertible promissory note in the principal amount of $30,000, plus an additional principal on account of conversion of $1,886.70 into 6,289,000 shares of the company’s common stock at a conversion price of $0.001. The principal remaining after conversion was $7,217.80.

On October 25, 2016, Pinz Capital International, LP, elected to convert $9,656 of its convertible promissory note in the principal amount of $30,556 into 8,046,488 shares of the company’s common stock at a conversion price of $0.0012. The principal remaining after conversion was $0.

On November 2, 2016, Typenex Co-Investment, LLC, elected to submit a True Up notice from a previous conversion of $15,019.14 (September 20, 2016) of its convertible promissory note in the principal amount of $115,000. The True Up notice called for an additional conversion of 7,834,845 shares of the company’s common stock at a conversion price of $0.00170. The principal remaining after conversion was $86,846.84.

On December 9, 2016, Typenex Co-Investment, LLC, elected to convert $18,000 of its convertible promissory note in the principal amount of $115,000 into 16,981,132 shares of the company’s common stock at a conversion price of $0.00106. The principal remaining after conversion was $70,894.42.

On November 14, 2016, EMA Financial, LLC, elected to convert $5,201.70 of its convertible promissory note in the principal amount of $30,000, plus an additional principal on account of conversion of $2,229.30 into 7,431,000 shares of the company’s common stock at a conversion price of $0.001. The principal remaining after conversion was $2,016.10.

On December 14, 2016 the Company filed an amendment to its certificate of designation whereby its Series A Convertible Preferred Stock was increased to 4,250,000 shares with a par value of $0.001 per share, Senior liquidation preference to all junior shares, Convertible into common shares at a ratio of one Series A Preferred to 120 common shares, Right to vote for each share of common stock into which a convertible share could be converted, No redemption rights, Certain protective provisions, and No pre-emptive rights.

On December 14, 2016 the Company filed an amendment to its certificate of designation whereby its Authorized Common Stock was increased to 1,000,000,000 shares with a par value of $0.001 per share.

On December 21, 2016, EMA Financial, LLC, elected to convert $5,103.00 of its convertible promissory note in the principal amount of $30,000, plus an additional principal on account of conversion of $4,617.00 into 9,720,000 shares of the company’s common stock at a conversion price of $0.001. The principal remaining after conversion was $4,948.15.

Warrants

The Company issued several Notes in prior periods and converted them in the issuance of warrants. The following table summarizes information about the Company’s warrants at September 30, 2016:


	Number of Units		Weighted Average Exercise Price	Weighted Average Remaining Contractual Term (in years)		Intrinsic Value
Outstanding at June 30, 2015	0		0	0		0
Granted - Warrant 1	73,798		0.36	3.01		0
Exercised - Warrant 1	(73,798)		(0.36)	(0.36)		0
Granted - Warrant 2	76,501		0.18	2.67		0
Outstanding at June 30, 2016	76,501	$	0.18	2.67	$	0
Exercisable at June 30, 2016	76,501	$	0.18	2.67	$	0
Granted	0		0	0		0
Exercised	0		0	0		0
Exercisable at December 31, 2016	76,501		0.00436	2.16		0

Most of the above warrants were issued in connection to conversion of convertible notes from Typenex Co-Investment, LLC. When the debt is converted and warrants are issued, the Company determines the fair value of the warrants using the Black-Scholes model and takes a charge to interest expense at the date of issuance.

The exercise price for warrants outstanding and exercisable at December 31, 2016 is as follows:


Outstanding			Exercisable
Number of Warrants		Exercise Price	Number of Warrants		Exercise Price
76,501	$	0.00436	76,501	$	0.00436

NOTE 5 – CONVERTIBLE NOTES PAYABLE

The Company issued convertible notes payable in 2016. The outstanding balance and any accrued interest is due on maturity date. Under the agreement, the note can be convertible at holder’s discretion into common shares of the Company stock.

The Company’s convertible notes payable is as follows:


			Interest		Original		Balance at
Convertible Note	Issuance Date	Maturity Date	Rate		Borrowing		30-Sep-16

Note 1 EMA	February 5, 2016	February 6, 2017	10%	$	30,000	$	30,000
Note 2 Typenex	February 24, 2016	February 28, 2019	10%	$	32,500		32,500
Note 3 Pinz	March 1, 2016	March 1, 2017	10%	$	30,556		30,556
Note 4 Typenex	June 7,2016		8%	$	27,500		27,500

Total							120,556

Debt Discount							(91,140)

Net balance						$	29,416

As of December 31, 2016, convertible notes payables had a balance of $29,416 and only one convertible note, Note 2 was converted into common shares of the Company’s stock

The company adopted the provision of FASB ASC Topic, “Derivatives and Hedging” (“ASC 815”) (previously EITF 07-5, “Determining Whether an Instrument (or an Embedded Feature) is Indexed to an Entity’s Own Stock”), as the convertible note agreement contained certain provision that the convertible note failed to pass the “fixed for fixed” criteria of the ASC 815, the conversion feature of the convertible debt should have to be bifurcated and recorded separately until the conversion date.

Based on ASC 815, the Company determined that the convertible debt contained embedded derivatives and full ratchet provision which the Company valued the embedded derivative using the Black-Scholes method. The following table represent fair value of embedded derivative movement from the date of issuance to December 31, 2016.


Embedded Derivative Liabilities		Fair Value at Date of Issuance		Changes in Fair Value 2016		Fair Value at September 30, 2016
Note 1 EMA	$	45,072	$	(40,302)	$	4,770
Note 2 Typenex		16,773		(16,773)		-
Note 3 Pinz		28,885		(23,624)		5,261
Note 4 Typenex		17,166		(15,962)		1,204

Total			$	(96,661)	$	11,235

EMA Convertible Note Transaction

(a)

On February 5, 2016, the Company issued a one year convertible note to an otherwise unaffiliated, non-institutional third party in the principal amount of $30,000. The note (i) is unsecured, (ii) bears interest at rate of ten (10) percent per annum, and (iii) was issued with an original issue discount of $3,500.

The principal is convertible into shares of the Company’s common stock at any time and from time-to-time at the instance of either the Company or the holder. The per-share conversion price is an amount equal to fifty percent (50%) of the lowest (20)-day volume weighted average closing bid price for the Company’s common stock, as reported in the Stock Market, for the twenty (20- trading days immediately preceding the date of the notice of conversion, subject to downward adjustment in the event that the Company issues any securities at a price per share lower than the then-current conversion price, provided, however, that in no event shall the conversion price per share be less than $.00001. The Company provided the holder with certain negative covenants and events of default, each standard for transactions of this nature.

Due to the "reset" and "dilutive issuance" clause in this note relating to the conversion price from dilutive share issuance, the Company has determined that the conversion feature is considered a derivative liability for the Company, which is detailed in Note 7.

The Company determined an initial derivative liability of $45,072, which is recorded as a derivative liability as of the date of issuance. The debt discount is being amortized over the one year term.

Typenex Convertible Note Transaction

(b)

On February 24, 2016, the Company issued a one year convertible note to an otherwise unaffiliated, non-institutional third party in the principal amount of $32,500. The note (i) is unsecured, (ii) bears interest at rate of ten (10) percent per annum, and (iii) was issued with an original issue discount of $7,500. In connection to the issuance of the Promissory Note, the Company also issued 85,662 common stock purchase warrants, with a term of three years, at an exercise price of $0.271 per share.

The principal is convertible into shares of the Company’s common stock at any time and from time-to-time at the instance of either the Company or the holder. The per-share conversion price is an amount equal to fifty cents ($0.50) and the holder of the note may convert any or all of the principal outstanding into shares of the Company’s common stock. However, in the event that Market Capitalization Falls below $15,000,000 at any time, then in such event (a) the Lender Conversion Price for all lender conversion occurring after the first date of such occurrence shall equal the lower of the lender conversion price and the market price as of any applicable date of Conversion, and (b) the true-up provision shall apply to all lender conversions that occur after the first date the market capitalization falls below $15,000,000. The Company provided the holder with certain negative covenants and events of default, each standard for transactions of this nature.

The Company determined an initial derivative liability of $16,773, which is recorded as a derivative liability as of the date of issuance. The debt discount is being amortized over the one year term.

On June 7, 2016, the Company issued a one year convertible note to an otherwise unaffiliated, non-institutional third party in the principal amount of $27,500. The note (i) is unsecured, (ii) bears interest at rate of eight (8) percent per annum, and (iii) was issued with an original issue discount of $2,500. The holder of the note may convert any or all of the principal outstanding into shares of the Company’s common stock at $.50 per shares. In connection with the issuance of the Promissory Note, the Company also issued 31,852 common stock purchase warrants, with a term of three years, at an exercise price of $0.69 per share.

The Company determined an initial derivative liability of $17,166, which is recorded as a derivative liability as of the date of issuance. The debt discount is being amortized over the one year term.

Pinz Convertible Note Transaction

(c)

On March 1, 2016, the Company issued a one year convertible note to an otherwise unaffiliated, non-institutional third party in the principal amount of $30,556. The note (i) is unsecured, (ii) bears interest at rate of ten (10) percent per annum, and (iii) was issued with an original issue discount of $3,056.

The principal is convertible into shares of the Company’s common stock at any time and from time-to-time at the instance of either the Company or the holder. The per-share conversion price is an amount equal to sixty percent (60%) of the lowest (20)-day volume weighted average closing bid price for the Company’s common stock, as reported in the Stock Market, for the twenty (20)-trading days immediately preceding the date of the notice of conversion, subject to downward adjustment in the event that the Company issues any securities at a price per share lower than the then-current conversion price, provided. The Company provided the holder with certain negative covenants and events of default, each standard for transactions of this nature.

The Company determined an initial derivative liability of $28,885, which is recorded as a derivative liability as of the date of issuance. The debt discount is being amortized over the one year term.

Derivative Liabilities

The Convertible note discussed in Note 6 had a reset provision and a dilutive issuance clause that gave rise to a derivative liability. The reset provided for the conversion price to be adjusted downward in the event that the Company issued any securities at a price per shares than the then-current conversion price; provided, however, the holder(s) of the note may convert any or all of the principal outstanding into shares of the Company’s common stock at a price equal to 50% and 60% of the lowest trading price of the common stock during the 20 trading days prior to issuing a notice of conversion to the Company and at $0.5 per shares.

The fair value of the derivative liability was recorded and shown separately under current liabilities. Changes in the fair value derivative liability were recorded in the consolidated statement of operations under other income (expenses).

The range of significant assumptions which the Company used to measure the fair value of the derivative liability at December 31, 2016 was as follows:


Pinz Capital		Inception		December 31, 2016
Stock price	$	0.27	$	0.0016
Risk free rate		0.68%		0.85%
Volatility		110.01%		273.94%
Exercise prices	$	0.16	$	0.0009
Terms (years)		1.00		.16


EMA Financial		Inception		December 31, 2016
Stock price	$	0.33	$	0.0016
Risk free rate		0.55%		0.85%
Volatility		107.57%		273.94%
Exercise prices	$	0.14	$	0.00075
Terms (years)		1.01		.10


Typenex - Warrant 2		Inception		December 31, 2016
Stock price	$	0.69	$	0.0016
Risk free rate		0.94%		1.47%
Volatility		129.67%		273.94%
Exercise prices	$	0.43	$	0.00436
Terms (years)		2.73		2.16

The convertible notes were not repaid during the Six Months ended December 31, 2016

The following table represents the Company’s derivative liability activity for the embedded conversion features for the Six Months ended December 31, 2016 and for the year ended June 2015:


Derivative liability balance, June 30, 2015	$	0
Issuance of derivative liability during the year ended June 30, 2016		112,243
Derivative liability balance, June 30, 2016		112,243
Issuance of derivative liability during the three Months ended September 30, 2016		0
Change in derivative liability during the three Months ended September 30, 2016		(35,174)
Derivative liability balance September 30, 2016		77,069
Issuance of derivative liability during the six Months ended December 31, 2016	$	0
Change in derivative liability during the six Months ended December 31, 2016		(65,834)
Derivative liability balance, December 31, 2016	$	11,235

Income Taxes

The Company accounts for income taxes using the asset and liability method which provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

Deferred income taxes arise from the temporary between financial statement and income tax recognition of net operating losses. These loss carryovers are limited under the Internal Revenue Code should significant change in ownership occur.

For the six-month ended December 31, 2016 and 2015 the Company had net operating loss of approximately $62,404 and $47,830 respectively, that may be offset against future taxable income, if any, rateable through 2035. These carry-forwards are subject to review by the Internal Revenue Service.

The deferred tax assets of at each date of $21,841, and $16,741 created by the net operating losses has been offset by a 100% valuation allowance because the likelihood of realization of the tax benefit cannot be determined.

The effects of the temporary differences that gives rise to significant portions of the deferred tax assets at December 31, 2016 and 2015 are as follows:


		December 31,		December 31,
		2016		2015
Deferred income tax assets
Federal	$	21,841	$	16,741
Valuation allowance		(21,841)		(16,741)

Net deferred income tax assets	$	0	$	0

There is no current or deferred tax expense for the six months ended December 31, 2016 and 2015.

The company includes interest and penalties arising from the underpayment of income taxes in the consolidated statements of operations in general and administrative expenses.

NOTE 6 – SUBSEQUENT EVENTS

On January 2, 2017, $5,000 of a convertible promissory note in the principal amount of $10,000 was converted into 40,000,000 shares of the company at a conversion rate of $0.00025. The note was issued to Stacey Y. Jenkins, Esq. in consideration for outstanding fees for services rendered to the company prior to March 21, 2016.

On January 17, 2017, EMA Financial, LLC, elected to convert $4,650.10 of its convertible promissory note in the principal amount of $30,000, plus an additional principal on account of conversion of $5,569.90 into 10,220,000 shares of the company’s common stock at a conversion price of $0.001. The principal remaining after conversion was $0.

On February 1, 2017, Typenex elected to fund Tranche #3 of $25,000 of the convertible promissory note in the principal amount of $115,000.

On February 2, 2017, $5,000 of a convertible promissory note in the principal amount of $10,000 was converted into 40,000,000 shares of the company at a conversion rate of $0.00025. The note was issued to Stacey Y. Jenkins, Esq. in consideration for outstanding fees for services rendered to the company prior to March 21, 2016.

On February 8, 2017, the company entered into a convertible promissory note agreement in the principal aggregate amount of $120,000. The one year note carries an 8% interest rate and 50% conversion rate.

On February 16, 2017, $6,250 of a convertible promissory note in the principal amount of $8,020 was converted into 25,000,000 shares of the company at a conversion rate of $0.00025. The note was issued to Stacey Y. Jenkins, Esq. in consideration for outstanding fees for services rendered to the company prior to July 31, 2016.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward looking statements: Statements about our future expectations are "forward-looking statements" and are not guarantees of future performance. When used herein, the words "may," "will," "should," "anticipate," "believe," "appear," "intend," "plan," "expect," "estimate," "approximate," and similar expressions are intended to identify such forward-looking statements. These statements involve risks and uncertainties inherent in our business, including those set forth under the caption "Risk Factors," in this Report, and are subject to change at any time. Our actual results could differ materially from these forward-looking statements. This Form 10-Q does not have any statutory safe harbor for these forward looking statements. We undertake no obligation to update publicly any forward-looking statements.

Management’s Discussion and Analysis should be read in conjunction with the financial statements included in this Quarterly Report on Form 10-Q (the “Financial Statements”). The Financial Statements have been prepared in accordance with generally accepted accounting policies in the United States (“GAAP”). Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis are quoted in United States dollars.

As of December 31, 2016, we had limited assets, which consisted of cash and cash equivalents of $59, and inventory of $12,187. In order to fund the development of our business and working capital needs for the next 12 months, we intend to secure additional funding through the sale of common stock, related and non-related party loans, or funding provided by strategic partners. To further implement our plan of operations, we anticipate the costs to develop our products on a commercial scale could very well be in excess of $100,000. We will need at least an additional $50,000 to $100,000 to purchase raw material for commercial production, professional labeling and packaging, and introductory marketing and advertising programs that will educate as well as connect with our targeted customers who seek healthy snacks and food alternatives. If we are not successful in raising additional financing, we will not be able to further our business plan towards commercial production.

Intellectual Property – The company intends to file and prosecute trademark applications as may be deemed necessary for the expansion of our business. Generally, our trademarks remain valid and enforceable so long as we continue to use the marks in commerce and the required registration renewals are filed. We consider our trademarks to be valuable assets in the marketing of our products and seek to protect them from infringement worldwide.

Government Regulation and Industry Standards – Our business operations are subject to several international and domestic laws including labor and employment laws, laws governing advertising and promotions, privacy laws, safety regulations, import/export restrictions, consumer protection regulations that govern product standards and labeling, and several other regulations. We believe that we are currently in material compliance with all such applicable laws.

We believe that the current products portfolio and any potential products will fall under the U.S. Food and Drug Administration (FDA) regulatory umbrella. The FDA is charged with protecting consumers against impure, unsafe, and fraudulently labeled products. FDA, through its Center for Food Safety and Applied Nutrition (CFSAN), regulates foods other than the meat, poultry, and egg products regulated by FSIS. FDA is also responsible for the safety of drugs, medical devices, biologics, animal feed and drugs, cosmetics, and radiation emitting devices.

We are currently not aware of any new legislation or regulation that may or may not apply to current and future products within our brand portfolio. However, in a constantly evolving global business environment we will rely on its management teams experience and advise from legal counsel.

Our e-commerce website and online content are subject to government regulation of the Internet in many areas, including user privacy, telecommunications, data protection, and commerce. The application of these laws and regulations to our business is often unclear and sometimes may conflict. It may take years to determine whether and how existing laws such as those governing intellectual property, privacy, advertising, etc. apply to the Internet. Nonetheless, laws and regulations directly applicable to Internet communications, commerce and advertising are becoming more prevalent. Due to the increasing popularity and use of the Internet, it is possible that laws and regulations may be adopted covering issues such as user privacy, content, quality of products and much more. Further, the growth and development of the market for e-commerce may prompt calls for more stringent consumer protection laws, which may impose additional burdens on companies conducting business online. Compliance with these regulations may involve significant costs or require changes in business practices that result in reduced revenue. Noncompliance could result in penalties being imposed on us or orders that we stop the alleged noncompliant activity. We believe that we are currently in material compliance with all such applicable laws.

Employees – As of December 31, 2016, we did not have any full-time or part-time employees. Our two directors and officers work as part-time consultants and devote approximately 20 hours per week to our business. We also retain consultants for the design and construction of our planned website. In the next 12 months, we intend to retain marketing and advertising consultants on a commissioned basis to assist with growing the membership of our planned website. If our financial position permits, as the business needs dictates, we may enlist certain individuals on a full or part-time salaried basis to assist with marketing, advertising, and administration and data management for our business. The functions of our website will be primarily automated, and we intend to structure our operations to function with as few full-time employees as possible by outsourcing most job functions. We do not expect our staffing requirements to exceed 24 people within the first three years of operations.

Our team will rely on industry specialists with varied skills and backgrounds who engage in overlapping roles and responsibilities for different segments of our business. In the next five years, we aim to increase the number of direct in-house employees to five people. Further, we intend to allocate a specific area(s) of our business strategy to a specific employee or employees and will focus on developing that employee’s skills in that area of responsibility. Such areas of responsibility will include sales, website and social media, design and production, marketing, public relations, administration, finance and product development. The expansion of our team will allow for focused development of all areas of our business.

Property - We have maintained executive offices at 1000 Woodbridge Center Drive, Suite 213, Woodbridge, NJ 07095. There are no expenses currently associated with this space. We believe that our office space is adequate for our current needs, but growth potential may require a facility due to anticipated addition of personnel. We do not have any policies regarding investments in real estate, securities or other forms of property. We do not own any real property.

Litigation - We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

Critical Accounting Policies – The discussion and analysis of our financial condition and results of operations is based upon the accompanying financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America and are expressed in United States Dollars. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Basis of Presentation

These financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States and are expressed in United States dollars. Our company’s fiscal year end is June 30.

Use of Estimates

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. Our company bases our estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by our company may differ materially and adversely from our company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Material Events and Uncertainties - Our operating results are difficult to forecast. Our prospects should be evaluated in light of the risks, expenses and difficulties commonly encountered by comparable early stage companies in the snack and food industry. The continuation of our business is dependent upon obtaining further financing, a successful program of product development, marketing and distribution, and, finally, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. As of December 31, 2016, Mr. Patrick Gosselin loaned the Company $18,517, Gosselin Consulting Group, Inc. loaned the Company $4,380. The amounts owed are unsecured, non-interest bearing, and have no specified repayment terms. The loan to related parties is $22,897 as of December 31, 2016.

There are no assurances that we will be able to obtain further funds required for our continued operations. We will pursue various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we most likely will be unable to conduct our operations as planned, and we will not be able to meet our other obligations as they become due. In such event, we will be forced to scale down or perhaps even cease our operations.

Off-Balance Sheet Arrangements – We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Financial Condition and Results of Operations

Operations - We incorporated on June 24, 2011. All of our activity through August 6, 2015 involved business development efforts, planning, acquiring of, and developing product formulas, establishing and adding to our E-Scentual product line, completing our registered offering, as well as establishing initial marketing relationships for our products. Upon filing of an 8K in August 2015, the Company has changed its business direction to focus on the manufacturing, distribution, sales and marketing of healthier snacks and food products.

We have limited reserves and need substantial capital to implement our planned business strategies. Given the currently unsettled state of the capital and credit markets, there is no assurance that we will be able to raise the amount of capital that we need to support our working capital requirements or for further investment in current or future operations. If we are unable to raise the necessary capital at the time we require such funding, we may have to materially change our plans, delay the implementation of our business strategy or curtail or abandon our business plan. Our independent registered public accounting firm included an explanatory paragraph in their report for our annual report filed on Form 10-K emphasizing the uncertainty of our ability to remain a going concern.

Other - As a corporate policy, we will not incur any cash obligations that we cannot satisfy with known resources, of which there are currently none except as described in “Liquidity” below and/or elsewhere in this report. We believe the perception that many people have of a public company makes it more likely they will accept restricted securities as consideration for indebtedness than they would from a private company. We have not performed any studies on this matter. Our conclusion is based solely on our own observations. However, there can be no assurances that we will be successful in getting anyone to accept restricted securities as payment for service or indebtedness. Additionally, the issuance of shares of common stock (and/or preferred stock) will dilute the percentage of ownership of our current stockholders.

Six month period ended December 31, 2016 compared to the Six month period ended December 31, 2015:

The Company generated no revenues for the six month period ended December 31, 2016 and 2015. Cost of goods sold for the six month period ended December 31, 2016 and 2015 was none. Gross margin on sales of product was none for the six months ended December 31, 2016 and 2015.

Consulting and other expense for the six month period ended December 31, 2016 was $34,475 compared to $47,830 for the six month period ended December 31, 2015. For the six month period ended December 31, 2016, this consisted primarily of consulting expenses of $2,188, audit and accounting expenses of $12,500, legal expenses of $5,400, and costs associated with being a publicly reporting company of $14,387, compared to the six month period ended December 31, 2015, which comprised of consulting expenses of $1,500, audit and accounting expenses of $16,450, legal expenses of $7,500 and costs associated with being a publicly reporting company of $22,380.

For the six months ended December 31, 2016, and for the six months ended December 31, 2015 we recognized interest expense of $4,874 and $0, respectively.

For the six months ended December 31, 2016, and for the six months ended December 31, 2015 we experienced a loss from operations after taxes of $62,404 and $47,830, respectively. Net loss per share for the six months ended December 31, 2016 and 2015 was $(0.00) and $(0.00), respectively.

Liquidity and Capital Resources

Since executing the license agreement, most of our resources and work have been devoted to planning, implementing systems and controls, completing our registered offering, as well as initiating marketing and sales relationships.

Cash Flows

Operating Activities

Net cash used in operating activities for the six months ended December 31, 2016 was $27,562 compared to net cash used in operating activities of $14,912 for the six months ended December 31, 2015.

Investing Activities

Net cash used in investing activities for the six months ended December 31, 2016 and 2015 was $0.

Financing Activities

Net cash provided by financing activities for the six months ended December 31, 2016 was $3,831 compared to net cash provided by financing activities for the six months ended December 31, 2015 was $15,004.

We have no lines of credit or other bank financing arrangements. Generally, we financed operations to date through the proceeds of our registered offering and with loans from independent unrelated parties. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of raw material for inventory production; (ii) expenses associated with product packaging, labeling and associated marketing, (iii) development expenses associated with an early stage business; (iv) research and development costs associated with new product offerings, and (v) management/consulting costs, as well as general and administrative expenses, including those costs of being a publicly reporting company. We intend to finance these expenses with the further issuance of debt and equity securities. Thereafter, we expect that we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in further dilution to our current stockholders. Further, such financial instruments or securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock and/or as debt in the form of loans.

Raising private capital, we believe, will be sought from business associates of our president, and chief executive officer or directly from him, possibly from existing shareholders, or through private investors referred to us by those same business associates or shareholders. To date, we have not received a financing commitment from any funding source and have not authorized any person or entity to seek funding on our behalf. If a market for our shares ever develops, of which there can be no assurance, we may use restricted shares of our common stock to compensate employees/consultants and independent contractors wherever possible. We cannot predict the likelihood or source of raising capital or funds that may be needed to complete the development of our business plan and its stages as outlined above.

We are a public entity, subject to the reporting requirements of the Exchange Act of 1934, and incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses including annual reports and proxy statements, if required. We estimate that these costs will approximate $50,000 per year, higher if our business volume and transactional activity increases. These obligations will reduce our ability and resources to expand our business plan and activities. We hope to be able to use our status as a public company to increase our ability to use other noncash means of settling outstanding obligations (i.e. issuance of restricted shares of our common stock) and compensate independent consultants and contractors who provide professional services to us, although there can be no assurances that we will be successful in any of these efforts. We will also reduce compensation levels paid to management (if we are able to attract or retain outside personnel to perform this function) if there is insufficient cash generated from operations to satisfy these costs.

On December 31, 2016, we owe $50,335 in connection with legal fees, professional services, website development, general business expenses, product development costs incurred and accrued interest. We have not entered into any formal agreements, written or oral, with any vendors or other providers for payment of services or expenses except for that disclosed above. As of December 31, 2016, we owe a total of $22,897 to related parties and $40,651 to third parties for general business expenses, professional fees and other costs related to being a public company. There are no other significant liabilities recorded at December 31, 2016.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s Principal Executive Officer and Principal Financial Officer, Mr. Gosselin, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on that evaluation, the Company’s Principal Executive Officer Principal Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our current Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate control of financial reporting as defined in Rules 13a-15(f) under the Security Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of the end of the period covered by this report. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework. Based on our assessment, we determined that, as of the end of the period covered by this report; our internal control was adequate.

Changes in Internal Controls

There were no changes in the Company’s internal controls over financial reporting that occurred during the quarter ended December 31, 2016 that have materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Internal control systems, no matter how well designed and operated, have inherent limitations. Therefore, even a system which is determined to be effective cannot provide absolute assurance that all control issues have been detected or prevented. Our systems of internal controls are designed to provide reasonable assurance with respect to financial statement preparation and presentation.

PART II: OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A – RISK FACTORS

As a “smaller reporting company”, we are not required to provide the information required by this Item.

ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None for the period ending December 31, 2016

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4 – (REMOVED AND RESERVED)

ITEM 5 - OTHER INFORMATION

None

ITEM 6 – EXHIBITS

PureSnax International, Inc. includes by reference the following exhibits:


#2		Stock Purchase Agreement between Four Hawks Management Co. and Anna C. Jones, dated April 26, 2013
*3.1		Articles of Incorporation
*3.2		By-Laws
*10.1		Agreement between B-Maven, Inc., and its former counsel
*10.2		Agreement regarding Conflict of Interest
**10.3		Termination Agreement between B-Maven, Inc., and Gary B. Wolff, P.C.
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		INS XBRL Instance Document
101		SCH XBRL Taxonomy Extension Schema
101		CAL XBRL Taxonomy Extension Calculation Linkbase
101		DEF XBRL Taxonomy Extension Definition Linkbase
101		LAB XBRL Taxonomy Extension Labels Linkbase
101		PRE XBRL Taxonomy Extension Presentation Linkbase

# Filed on Form 10-K for the year ended June 30, 2013, dated October 3, 2013

* Filed with the SEC on August 18, 2011 as part of our Registration Statement on Form S-1 and incorporated herein by reference
** Filed with the SEC on April 6, 2012 as part of our Registration Statement on Form S-1 Pre-effective Amendment #4 and incorporated herein by reference

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: February 22, 2017

PURESNAX INTERNATIONAL, INC.

(the registrant)

By: /s/ Patrick Gosselin

By: Patrick Gosselin, President, CEO, Principal Executive Officer, Treasurer, Chairman, Principal Financial Officer and Principal Accounting Officer